How much new term debt did XPO obtain and when does it mature?

The Refinancing Term Loan B-2 Facility provides up to $700 million and matures on May 24, 2028. The Refinancing Term Loan B-3 Facility provides up to $400 million and matures on February 1, 2031. Both facilities amortize at 1% of original principal per year, paid quarterly, reduced by prepayments.

What is the size and maturity of the new revolving credit facility?

The Revolving Credit Facility has initial aggregate commitments of $600 million, of which $200 million can be used for letters of credit. It matures on April 30, 2030, and is available in U.S. Dollars and Canadian Dollars.

What happens to the prior ABL credit facility?

The new Revolving Credit Agreement replaced the former revolving ABL credit facility, and the company terminated all outstanding obligations and commitments under the Former ABL Credit Agreement on February 26, 2025.

What financial covenants apply to the new revolver?

Before a Fall-Away Event, the company must maintain a Consolidated Secured Net Leverage Ratio of not greater than 3.00 to 1.00 (stepping up to 3.50 to 1.00 for four quarters after certain material acquisitions) and an Interest Coverage Ratio of at least 2.00 to 1.00. After a Fall-Away Event, the company must maintain a Consolidated Total Net Leverage Ratio of 4.00 to 1.00.

What collateral secures the new debt?

Both the term loans and the revolver are guaranteed by the company's wholly-owned domestic restricted subsidiaries and secured by a lien on substantially all assets of the company and the guarantors, subject to customary exceptions. The liens are pari passu across the term loans and the revolver. Liens on fee-owned real property, rolling stock and titled assets under the prior term loan agreement were released.

XPO 8-K: Material Agreements & Financial Events

01—Abstract

Summary

Summary of the 8-K filed February 26, 2025. Cited figures are marked; the original filing is the authoritative source.

XPO, Inc. filed this Form 8-K on February 26, 2025 to report that it entered into two new credit facilities and retired its prior debt arrangements.

Under a Refinancing Amendment (Amendment No. 10 to its Senior Secured Term Loan Credit Agreement), lenders provided a $700 million^a Refinancing Term Loan B-2 Facility, maturing May 24, 2028, and a $400 million Refinancing Term Loan B-3 Facility, maturing February 1, 2031. The proceeds will refinance all indebtedness under the existing term loan credit agreement. Term SOFR loans bear interest at Term SOFR plus 1.75%, with a 0.25% reduction available once the Consolidated First Lien Net Leverage Ratio is at or below 1.21 to 1.00 after September 30, 2025.

The company also entered into a new Revolving Credit Agreement with Wells Fargo Bank, National Association, as administrative agent, providing an initial $600 million^b of revolving commitments, of which $200 million is available for letters of credit, with a maturity date of April 30, 2030. The revolver is available in U.S. and Canadian dollars and replaces the former ABL revolving credit facility, which the company terminated on the closing date. Both facilities are secured by substantially all assets of the company and its guarantor subsidiaries on a pari passu basis, and the filing notes that certain liens on real property, rolling stock and titled assets were released under the amendment.

The revolver includes covenants such as a Consolidated Secured Net Leverage Ratio of not greater than 3.00 to 1.00 and an Interest Coverage Ratio of at least 2.00 to 1.00 before a Fall-Away Event, which occurs upon investment grade ratings from at least two rating agencies. After a Fall-Away Event, the covenant changes to a Consolidated Total Net Leverage Ratio of 4.00 to 1.00. For investors, the transaction extends debt maturities and restructures the company's secured borrowing base, with the principal amounts and covenant levels described in the filing.

02—Key points

Key Highlights

Refinancing Term Loan B-2 Facility of up to $700 million, maturing May 24, 2028, refinances the existing term loan B-2.
Refinancing Term Loan B-3 Facility of up to $400 million, maturing February 1, 2031, refinances the existing term loan B-3.
New Revolving Credit Facility of $600 million, with $200 million available for letters of credit and a maturity date of April 30, 2030.
Former ABL revolving credit facility under the October 30, 2015 credit agreement was terminated on the closing date and replaced by the new revolver.
Term loan pricing is Term SOFR plus 1.75% (or ABR plus 0.75%), with a 0.25% step-down after September 30, 2025 if the Consolidated First Lien Net Leverage Ratio is 1.21 to 1.00 or less.
Revolver pricing is based on a grid tied to the Consolidated Total Net Leverage Ratio, with an unused commitment fee of 0.20% to 0.30%.
Covenants relax upon a Fall-Away Event, defined as investment grade ratings from at least two rating agencies, after which the leverage test becomes a 4.00 to 1.00 Consolidated Total Net Leverage Ratio.

03—Questions

Frequently Asked Questions

How much new term debt did XPO obtain and when does it mature?
The Refinancing Term Loan B-2 Facility provides up to $700 million and matures on May 24, 2028. The Refinancing Term Loan B-3 Facility provides up to $400 million and matures on February 1, 2031. Both facilities amortize at 1% of original principal per year, paid quarterly, reduced by prepayments.
What is the size and maturity of the new revolving credit facility?
The Revolving Credit Facility has initial aggregate commitments of $600 million, of which $200 million can be used for letters of credit. It matures on April 30, 2030, and is available in U.S. Dollars and Canadian Dollars.
What happens to the prior ABL credit facility?
The new Revolving Credit Agreement replaced the former revolving ABL credit facility, and the company terminated all outstanding obligations and commitments under the Former ABL Credit Agreement on February 26, 2025.
What financial covenants apply to the new revolver?
Before a Fall-Away Event, the company must maintain a Consolidated Secured Net Leverage Ratio of not greater than 3.00 to 1.00 (stepping up to 3.50 to 1.00 for four quarters after certain material acquisitions) and an Interest Coverage Ratio of at least 2.00 to 1.00. After a Fall-Away Event, the company must maintain a Consolidated Total Net Leverage Ratio of 4.00 to 1.00.
What collateral secures the new debt?
Both the term loans and the revolver are guaranteed by the company's wholly-owned domestic restricted subsidiaries and secured by a lien on substantially all assets of the company and the guarantors, subject to customary exceptions. The liens are pari passu across the term loans and the revolver. Liens on fee-owned real property, rolling stock and titled assets under the prior term loan agreement were released.

04—Continue

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